Of Ladies and Lessons
by Vequinox
Summary: Young Walter learns a few things about life, soldiers, and the female species. Takes place prior to events in Hellsing: The Dawn. Action, drama, and a little romance in later chapters. Also: ghoul guts, salty language, and...love.
1. Meeting: The First

**Of Ladies and Lessons**

The story takes place just before the events in Hellsing: The Dawn, in 1944.

**Lesson 1**

Walter C. Dolnez worked alone. At 14 years of age, he'd seen more squirting blood, anguished torment and vicious carnage than men with twice his years of experience. He was exceptionally good at disassembling ghouls and Nazi soldiers, pulling them apart as though they were nothing more than damp tissues.

He was the Pride of Hellsing, the Angel of Death, the Wondrous Boy of Carnage. Fingers splayed, sharp wires looping around and through his enemies, he systematically destroyed legion after legion of the undead. Walter enjoyed his work and he was very, very good at it.

The sun drifted lazily along a hazy, warm sky. The scattered apple trees of the makeshift base were in full bloom; their delicate scent wafted through the air, tickling the noses of all who passed.

Walter interlaced his fingers and stretched, heading back towards headquarters after a bit of required target practice. A sinking feeling eased its way into his stomach as Corporal Madison approached.

The Corporal's slender form towered over most other soldiers, a situation he seemed to relish. His lips were always pressed into a thin, humorless line and a thick, blonde mustache punctuated any dramatic statement he might make.

Walter's sinking feeling became a brick as the Corporal informed him he was about to receive "a partner." This was not something Walter wanted to hear. Ever.

"Eh, that's bull." He turned his back on the Corporal, cupping his hands and lighting a cheap cigarette. Taking a slow, first drag, he felt his nerves loosen just a little. "When's he get here?"

The Corporal arched a brow. He'd never liked Walter, though he couldn't help but admire the efficient manner with which he doled out death. A slow smile slid its way across his lips; he relished his next words. "SHE will be arriving in about 5 minutes."

"WHAT?!" Spinning on one heel, the precious 'coffin nail' nearly fell from Walter's lips. He stared, agape, dark eyebrows reaching towards each other in a fierce clash. "You brought a GIRL?!"

Lips quirking, the Corporal offered a brief nod. "Indeed. Surprising, isn't it?"

"What in hell were you thinking? Girls are...are nurses and...nanny maids! Don't you DARE tell me you think I need a nanny!" He jabbed a finger at the older man.

"Not in so many words, no. You need a partner, Walter. Someone to watch your back. You KNOW the attacks are increasing in frequency and power. You damn near got shot in the head last week!"

"This is sheer bollocks. I don't want a partner, and even if I have to have one, I can't believe you got me a GIRL. They're NURSES."

"Hrmph. You know, most boys your age would be delighted to have a female along...but I suppose you still think they're rather icky." The Corporal couldn't help but smile a little as he watched the raven-haired youth. Ahh, to think of women as icky again...

"I think they're useless," he snapped, chomping down on the cigarette.

"Well," came a decidedly female tone from behind him, "I hope I can change your mind."

Walter spun on his heel once more, glaring at the new form before him. His eyes slowly wafted over her, from boot to head.

She wore the rounded black footwear of a soldier, into which were tucked traditional soldier pants, a faded green color, and containing many mysteriously filled pockets. Unlike the typical uniform, however, her waist was cinched with a belt, leading to a shirt also replete with pockets. The short sleeves were rolled at the bicep, revealing muscles a bit too pronounced to be considered feminine. At each hip rested a revolver.

Wavy, slightly unruly chocolate tresses cascaded down along her shoulders, ending just above the shoulder blades. Her face was shaped like a slender olive, though the chin came to a rather disconcerting point. The woman's skin was smooth, slightly tanned and youthful, though she was clearly older than him by a few years; her stark blue eyes held greater age than her form. Lifted as she was by the boots, she stood a full head taller than him. Her lips were pulled into a slight smile and, much to Walter's annoyance, her eyes were alight with amusement.

"You must be Walter," she offered, smoothly extending a hand.

He ignored it, turning his back on her to light another cigarette. This was already proving to be a long day. "Yeah, that's right."

"I'm Meredin Tanner."

"MereDIN? Not MereDITH?"

"Ah, no. I certainly would've introduced myself as such."

He snorted derisively. "Maybe." So far, he wasn't convinced she had a brain in that head.

"Walter, you're being rude," came the Corporal's reproach. As far as Walter was concerned, his only boss was Arthur; anyone else was so much red tape.

"Oh, it's quite all right, as I've certainly invaded his territory," Meredin smiled. "However..." With that, she stepped up behind Walter, reaching around and snatching out the cigarette, then letting it drop to the ground. "Nice boys shouldn't smoke."

Eyes widening momentarily, he clenched a fist, yet remained facing away. After a few moment's pause, he gave a slight flick of the wrist, whirling a single wire 'round her neck.

Without uttering a word, he tightened it slightly - not enough to cut her skin, but certainly enough to get her attention. To his satisfaction, he heard her gasp slightly. The Corporal held his breath.

In a flurry of movement, a gun barrel touched to the back of Walter's head. Meredin's arm was straight and steady as her thumb eased the hammer back. "I can still pull the trigger, even as my head falls off."

Smirking, Walter lifted his shoulders in a little shrug, then wiggled a finger. The wire fell aside.

A sharp click at the base of his skull caused Walter's eyes to widen and his spine to freeze. "You...you pulled..."

"Yes. I keep it on an empty chamber when in the presence of friends." She slowly lowered the pistol.

Smiling a little, Walter dug into his pocket, fishing out the pack of cigarettes as he casually stepped towards headquarters. "Maybe she's not so bad, Corporal..."

**Lesson 2**

Walter narrowed his eyes, watching Meredin as she passed through the chow hall line. She held the tray rigid in front of her, keeping her eyes away from the other soldiers - all men - who meandered about.

A voice snapped Walter out of his intense observation. "Y'wanna know what her story is, eh?" The voice belonged to Chuck, a simple mechanic, who didn't appear much older than Walter himself. He was lean and relaxed, with spiky, blondish red hair that revealed a recent Irish heritage. Walter found his presence interesting, as the fellow was introspective and thoughtful, despite his rough speech.

"Yeah, I'd like to know, sure."

"She was a nurse, see," Chuck said, pointing a fork in Meredin's direction. "Got brought on some mission or another. Apparently the group was attacked by ghouls. Nasty, nasty business, right, and they all got eatened up."

Walter arched a brow, waiting for his companion to continue, eyes never leaving the object of their discussion. Chuck stuffed a full forkful of meat into his mouth, speaking around the morsel. "Just like that. Well, guess what, she took up a rifle and done shot some ghouls in the head and ran away. Turns out she's a good shot. 'Course, when they found her, she was covered in blood, shaking and crying, but who wouldn't be, right? 'Cept you, a'course." He smiled fondly. "Anyway, Hellsing got word, and brought her on board. She ain't got nothing' on you, 'course. The other guys, they prob'ly think it was luck she survived. But I seen her at the target range yesterday." He paused to whistle appreciatively. "I tell you, that's one sharp little flower."

He paused, glancing around, then lowered his voice and leaned forward. It wouldn't have made much difference as it was, since most soldiers gave Walter's table a wide berth. "Them other guys, they've been saying some rude things 'bout having a girl in here. I hope she gives 'em what for. I tell you, that's just un-gentlemanly." He nodded to himself, then continued to fork vittles into his open mouth.

Walter watched, silent, as Meredin slid into a bench at the end of a long table. Almost immediately, soldiers and other personnel surrounded her, sliding next to her, leaning over, commenting on the food on her tray or whatever else it was young men said to young women to get their attention.

_Serves her right, _he thought. _She's nothing special, not even very pretty, not like the girls in those magazines the soldiers look at. If she were anywhere else, she'd never get that kind of attention._

The truth apparently had already occurred to Meredin, who shrank back, alternating between a nervous laugh and a look of petrified terror. All the previous bravado and confidence now melted away like so much skillet butter.

A pang of pity pinged in Walter's stomach. For all the attention, she was, without a doubt, very alone. He knew that feeling very, very well.

**Lesson 3**

The quiet of the place seeped through his bones; such unnatural silence was always a portent of doom. Meredin walked beside him, glancing about, nervously toying with the strap that secured a rifle her back.

As if to purposefully enhance the mood, wispy clouds had started to ease over the darkening sky, streaking across the moon. Before them loomed a single square, windowless building, complete with a bolted door and docking station. The structure itself looked in disrepair and little used, yet recon had evidently found otherwise; at least a dozen ghouls were reputedly kept here, likely for an impending battle or invasion.

"Huh," Meredin said, shattering the eerie silence. She traced a finger over the door. "No key, of course. I can blast the doorknob."

Walter's lips quirked. With a single flick of his finger, he wrapped a wire around the knob. With that same motion, he yanked the dull metal away from the door, which promptly opened.

"Well. Efficient," she remarked.

"This is obviously a trap," he peered his head inside the dark chamber. "No guards, totally silent, no outdoor traps or devices."

"Of course," she nodded. "They want to gauge our abilities. Understandable. They'll probably go easy on you, since they pity you for having a woman tag along." She grinned sidelong at him and, for a brief moment, he found himself smiling a little in return.

A shift in the wind. No, a footstep, a shuffle, a grunt.

Meredin whirled around, slinging the rifle forward. She let off a round and reloaded as a single ghoul lurched from the nearby forest. It staggered, then fell onto its back, missing a fair portion of its head. Meredin's teeth were clenched, one eye wider than the other, the left one twitching slightly.

They waited, watching for anything beyond that single ghoul.

"Maybe it was the only-"

"No," Walter shook his head. "Not likely. The rest could be inside, though. Let's go."

Reaching into one of those useful back pockets, Meredin whipped out a flare, swiftly lighting the vicinity. "Nothing...where's the light switch..."

"Over here, on the wall."

The overhead lights flickered to life, revealing...nothing. The building seemed completely empty. Doors were left open to a few rooms, but the vast majority of the space lacked any walls at all. Some faded red paint - blood? - was smeared along the walls, and a few bits of metallic detritus littered the floor.

The pair edged inside.

"Anything?" Walter, curled fingers at the ready, darted his head into a room.

"Nothing."

"Nothing here, either."

"It's like they packed up all their evidence...hey, these walls..." Meredin rapped her knuckles on the wall. "Huh. They're kind of...solid. Metal, I think."

Walter scowled. Something didn't make sense. Was this an experimentation building? If so, for what? The washed blood stains indicated some kind of carnage, but if they were washed, that meant somebody was alive (and thinking) to clean them.

Meredin edged her way to the furthest wall, winding through a jagged hallway. "Nothing back here, either, just a few chairs...no papers, nothing! Wait...no, it's nothing."

"What?" Walter called, making his way toward the sound of her voice. The sinking feeling in the pit of his stomach was becoming more pronounced by every passing moment.

He entered the room and looked down. "Uh...mice. In a cage." Indeed, two freshly dead mice lay on their sides inside the cage. They didn't appear to have starved, as both were plump.

"Over there's the maze...what the hell?" Meredin scratched the back of her head, nervous tension temporarily forgotten.

Walter's eyes suddenly widened. "Godamn it, the building's a cage!"

"What?"

"We've got to get-"

Too late, they heard the characteristic grunt and boot shuffle that signaled the approach of ghouls.

Walter felt his blood quicken, surge with adrenalin, and a sick smile slowly spread over his boyish features. Trapped by a legion of undead? This would prove very fun indeed, as long as the girl didn't get in the way.

"I'm ready," she said simply.

He glanced back at her. "You can't possibly reload that thing fast enough."

"Yes I can," she said, glaring at him. No nervous twitter, no humor in those eyes. "I've practiced."

Neither were prepared, however, for the large blast that threw them back, bursting the wall where the doorway once stood. Ghouls nearly crawled over themselves in their eagerness, lurching forward, gaping mouths wide with unending hunger. Their eyes were vacant; some didn't even _have_ eyes, led as they were by the smell of fresh meat.

Grinning, Walter spun, flinging the wires around in loops, circling the ghouls as they advanced. All at once, he yanked forward, sending body parts outward in a near explosion of movement.

Behind and to the side, Meredin indeed kept her promise of quick reloading.

BLAM. Click. Shift. Click.

BLAM. Click. Shift. Click.

BLAM. Click. Shift. Click.

These were the sounds of hours of practice, hours without end, from morning through afternoon, beyond night and into the next day, over and over. Walter glanced back and saw in her eyes what he had suspected – her lips were pressed tight, eyes wide and pupils dilated, one eye twitching.

He returned to the task at hand, wielding those near-magical wires with deadly efficiency. It was like a dance, really – he would leap to one side, toss the wires forward, twirl to the other side, then yank.

"Walter!"

Her arm hooked his waist, shoving them both to the ground as a blast rattled the wall behind them. Debris scattered overhead, raining down on them in a white cloud.

For a moment, the ghouls hesitated. Then, seeing more of their brethren revealed at the destroyed back wall, and that the delicious prey was now trapped, they surged forward once more.

Walter blinked, looking over Meredin's shoulder at the ghouls behind her, even as she gaped over his.

"Shit."

She leapt to her feet, offering a hand, which he took, then yanked him up. She swung the butt of the rifle, impacting the head of an approaching ghoul, buying Walter precious time to hurl the wires over the growing mass of undead.

Too close; a ghoulish claw made a grab for Meredin's breast...and the hand was promptly severed by a wire. The undead soldier didn't have time to let out a noise before a rifle butt buried its way into the creature's skull, pressing the face back, splattering clotted blood everywhere.

Limbs flying as they were, the sea of undead didn't seem to be thinning. If anything, more and more ghouls oozed through the jagged openings in the walls.

Meredin spun, pressing her back to Walter's, dropping the rifle and whipping out the revolvers at her hips. The younger boy's spine stiffened momentarily, but his hesitation with the wire attack lasted only a mere split second.

"We've got..." BLAM BLAM BLAM "...to clear a path!" She paused to reload. "I'll get the far ones, you get..." BLAM BLAM BLAM BLAM BLAM "...the closer ones!"

Walter turned, peeking his head around her arm. "Your side's clearing...and it's NOT because you're better than me."

"I never said I was," she barked. "There were less over here to begin with! Don't be a toad!"

As one, they spun, reversing positions - Walter dispatching the ghouls blocking their possible escape route, and Meredin frantically blasting away at the steadily encroaching horde. The firepower paused only long enough for her to reload.

"The vampire can't be far away. We should take him out," Walter called over his shoulder.

"I'm running out of bullets!"

"WHAT?! You've got a million of those pockets, didn't you pack any?!"

"Recon said there were only a few ghouls, I didn't know we'd have a whole LEGION, dammit! Tell me when you've got too many, Walter...I have a grenade..."

He blinked momentarily. "No, we'll use it on the far wall instead...should get us outside. I'll clear...a path." Grinning, he whipped the wires back in a flurry; ghoulish bodies fell apart. "NOW!"

Meredin whirled beside him, yanking out the pin with her teeth. She waited one moment. Two. At the count of three, she lobbed it at the far wall, beyond the blasted near wall opening – throwing too hard would surely cause it to bounce off the wall and back towards them. "DOWN!"

Yet again, Meredin pulled him down, covering him with her own body, her head with her arms.

Walter squirmed, then planted a hand on her shoulder, shoving her off. "I don't NEED your HELP." She blinked at him, a little crestfallen, and winced as the grenade activated.

The explosion shook them with its sonorous boom, taking out a handful of ghouls as it demolished the back wall. Once more, shards of plaster and metal were sent flying in every direction. The hole wasn't very big, but enough for the two of them to exit single file – the walls were indeed lined with thick metal.

Leaping to his feet, Walter readied the wires once more. "C'mon!"

They dashed past the last of the ghouls, leapt through the hole, sprinted down the hill, and onto a weedy, unkempt dirt road. They kept running until at last both could go no further. Meredin fairly fell onto the ground, and Walter bent over, hands resting on his knees, trying in vain to catch his breath.

"That was...too close...Walter...you're bleeding!"

"Eh?" He raised his arm, examining the long red gash there. It stained his white shirt, seeping into the cotton fibers. "It's fine."

"No, it isn't. You must've...cut it on those shards sticking...out the hole. Here...let me..."

"No!" he snapped, snatching the arm away from her reaching hands. "I told you..."

"Walter C. Dolnez," she glared. "In my other life, I was a nurse. And I know how easily things can get infected. Now give me that arm." She reached into a small pocket at her sleeve, pulling out what appeared to be a bandage and tiny bottle.

"Right, whatever," he muttered. At the same time, he pulled a pack of cigarettes from his own pocket, shakily extracting a single white stick. He cupped his hands to his mouth, lighting the precious piece of sanity.

"Nice boys don't smoke." Meredin reached around, yanked out the cigarette with one hand, tossing it to the ground and stomping it before he could utter a peep. With the other hand, she grabbed his arm, whirling him around. "And I am WRAPPING THAT WOUND, Walter, so DO NOT argue with me."

He fixed her with his best glower. "Fine. But that was MY cigarette, dammit, you have no right!" Nevertheless, he allowed her to work, holding his arm still as she poured the acidic mixture over the cut. He held back a hiss at the surprising sting.

"You've done this a lot," he said absently, watching her wind the gauze.

"Yes, a lot," she smiled a little.

"You aren't squeamish," he said, raising his eyes to look at her face. Her eyebrows furrowed as she concentrated on the task at hand.

"No, the sight of blood doesn't bother me."

"The ghouls...they bothered-"

"There you go," she beamed, giving his shoulder a pat. "All done. We should head back. The vampire controlling that motley group is surely about. We don't want to be caught tired and unawares, right?"

"Yeah..." he started to dig around for another cigarette, but instead decided to wait until she wasn't standing there. No point in wasting one.

**Lesson 4**

Walter crossed his arms, leaning against a support pole, watching as Chuck changed a blown out tire on one of the vehicles. Though Walter didn't have much interest in the mechanics of things, he found that he'd learned a lot by stopping by this station. There were lots of strange tools and the work, while sometimes grueling, provided satisfaction – he could see the progress Chuck made on the various engines and equipment. Chuck also made it a point to explain things to Walter, something the other two mechanics didn't bother to do.

"Hand me the wrench, willya?"

Walter leaned over, looking into the toolbox, then procured the necessary item and passed it over.

"Thanks. How's it working with that girl a'yours?"

Cheeks warming slightly, Walter snorted. "Not entirely useless. She can wield a rifle all right." He paused to pick up a strange looking device. "We went on three more missions after that big one...nothing nearly as heavy, though. Just a handful of soldiers, really, only one undead."

"Ever catch the vamp?"

"No." He clenched his jaw momentarily. Never before had he been so thwarted. It was embarrassing.

"I'm surprised she'd shoot the soldiers, even Nazi ones," Chuck offered, then grunted as he tightened a hubcap into place.

"What makes you say that?"

"Oh, well, y'know," the mechanic paused, looking back at Walter and wiping his brow with a sleeve, leaving a smudge in its wake. "She had them soldiers she traveled with, in the army. She likes the soldiers, anyway. I seen that picture of her and them in her room."

"You were in her room?!" Walter was surprised at the squeak in his voice.

Chuck rolled his eyes. "Aw, I'm a gentleman and you know it, Walts. She wanted to know if I had a tiny wrench to fix her rifle. I didn't have time that day, so I brought it by 'fore I went to bed. Anyway, I saw a picture on her nightstand, her standin' in that white nurse uniform, all pristine, and next to her these grinning soldiers. It was kinda sad, right, knowin' they're all dead." He paused, glancing out at some passing men in uniform. "By the way, some of the guys are flummoxed 'cause she gets her own room and they gotta stay in barracks. But they never bother me 'bout MY room."

"That's because they don't want you smearing grease on their nice uniforms," Walter grinned.

"Yeah, makes sense," he grinned back.

After a few minutes of silence, punctuated only by Chuck's grunts and occasional mutter, Walter spoke. "Do you think...nevermind. I should head back and check in. See you around, Chuck."

"Right then! Take care, Walts!" He waved a tool-grasping hand in the butler's direction.

Deep in thought, Walter wound his way from the garage, past the barracks and exercise grounds towards the headquarters. A few soldiers waved, and one even patted him on the back as he passed, but most ignored him. Several even went out of their way to avoid walking in his path.

It had always been like that; they were afraid he might suddenly whip out the wires and slice them to bits. In truth, he rarely wore the wire set while on the base – they were too easily tangled when he wasn't in battle, just meandering along. It was also possible that a few of the soldiers were jealous of the fact that they, grown men, had to depend on a mere boy to take care of matters they were unable to contain.

Walter's room was situated in the rather lush headquarters building, along with Arthur and other higher-ups. It wasn't as nice as the mansion where the Hellsings normally lived, but it was certainly better than the barracks. Apparently Meredin was there as well, though he'd never seen her wander the halls. He didn't get much chance to do any butler duties while on the base; most attention was focused on coordinating or thwarting attacks.

It wasn't difficult to find her room, though it was located on the opposite end of the building. He hesitated, then gave a knock; he hadn't thought to check the target practice area, she was probably there instead.

The door whipped open. Meredin blinked in surprise, then smiled a little. "Hello."

"Ehhh, I didn't expect you to be here," he said, scratching the back of his head.

One brown eyebrow arched and Meredin's lips quirked. "Then why did you knock? Curious where the only female soldier on base lives? Have a look..." She stepped aside, opening the door wide.

Walter cautiously poked his head in, expecting to be yelled at. The room itself was small, containing only a bed, a trunk, tiny nightstand and chair. A grungy, frameless mirror hung askance on the wall.

He couldn't help but wrinkle his nose a little. "It could use a good cleaning."

Meredin barked out a laugh. "I guess so. Poor butler, can't stand to see the dust."

His eyes fell on the nightstand and there, as promised, was a framed picture of a nurse, surrounded by a dozen soldiers. Two other nurses stood to either side of the group. The women were all adorned in the traditional white nurse attire, Meredin's hair was pulled up and back, hidden by a nurse's cap. Two of the soldiers had their arms around her, giving a "thumbs up" with their free hands. All their expression echoed affection and camaraderie.

"Oh, yes. Here..." She grabbed the picture and handed it to him. "My other life." Her voice was tainted with a slight strain.

Walter's eyes fell on the primary nurse figure. Her eyes were closed, her mouth open as though someone just said something ridiculously funny and she couldn't help but laugh.

"When was it taken?" He looked up at her.

"About five months before the attack. So...a little less than a year ago. I was only 19."

He wanted to ask, wanted to know what that attack was, what situation forced her to such extremes. It would be rude to ask, and even though her mere presence was annoying and (mostly) useless, he didn't feel like being overtly cruel. "Oh. So you're 6 years older than me."

This time, the other brow arched. "That's right." She looked amused at something, and he found that rather irritating.

He set the picture back on the nightstand and turned to go. Since he couldn't ask what he really wanted to know, there was no point in staying. "Well, good night." He gave a two-fingered wave.

"I don't know what they've told you..." she said as he stepped into the hallway.

He paused for a moment before turning to face her.

"I haven't talked to anyone here about it. So whatever you've heard...it's probably just rumors."

Here was the opening, only slightly rude. "So what's the truth, then?"

She smiled a little sadly, glancing down. "Those men in that picture...well, our whole company was attacked by ghouls in the middle of the night. We weren't at the ready...hell, we weren't even near a combat area. Anyway, they attacked and that nurse there, Beatrice, she went up to a ghoul, thinking he was a wounded soldier. She was the first to die...We couldn't believe what we saw when it just started chewing on her. They killed most everyone...I got pushed back and tried to tend the wounded. Then they started rising...the dead, that is. They were ghouls...as you know...that's what happens." She glanced up at him, then away to the picture again. "They'd been training me, you see. Wanted me to know how to use a rifle and gun, since they'd heard about things the enemy did to captives. They wanted me to be able to defend myself. They never...thought ...it would be against them..." Her throat constricted momentarily.

Walter wanted to reach out and pat her arm, offer some meager consolation. It was a strange sensation, yet he remained still.

"The first one I shot was...a friend of mine. Then I shot a few of the invading ghouls, then one more of...my friends. The vampire appeared, the one leading the pack. I remember how he looked at me. I didn't know what he was, or what the ghouls were, of course. He was laughing at me, telling me what he was going to do to me...I fell backwards and the rifle went off. It hit him in the head. Lucky shot, I guess." Her smile was hollow. "I spent a few days in jail, because they thought I'd somehow managed to kill all those people. Then Hellsing found me..." She looked at him once more. "Does that satisfy your curiosity?"

He blinked, taken aback. "I wasn't..."

"Sure you were. Why wouldn't you be? It's natural. I'm a proud woman, Walter, but I know I'm kind of a freak show, here."

"No you're not." He hesitated only for a moment before reaching out, taking hold of her wrist. "What you went through...it was...uh..." He let his hand drop. "...bad." Wincing inwardly, he quickly stepped backwards into the hallway once more. "Pardon me, I should take my leave now," he said in practiced butler tone.

"Right. Good night, Walter."

After she shut the door, he stood in the hallway for several minutes, thinking about their conversation. He lowered his head, more than a little shameful at the flippant way he'd dismissed what happened to her. When he first heard about it, he'd hoped to use it like a weapon – to hold it to her throat if she didn't behave the way he wanted.

He silently returned to his own quarters.

**Lesson 5**

Meredin grabbed her tray and headed out the door of the mess hall. Walter's eyes followed her as she left. "What's that all about?"

"Eh?" Chuck looked up, following Walter's gaze. "Oh...she eats outside so she won't be bothered. I asked her to join us sometime, but she must not'a seen us."

"You what?! Have her eat...with US?"

"Sure, why not?" the mechanic shrugged.

"But it's our..."

"Place?" Chuck smiled tightly. "Don't want a girl in our club, is that it? Thought you were bigger'n that, Walts."

Shamed, Walter lowered his gaze. The warm mashed potato suddenly didn't look so appealing.

All at once, a body slid into place next to Walter. Curiously tense, he turned...then wilted a bit as a handsome blond soldier grinned back at him.

"What say you, Walter my boy?"

"Eh. Private Dormand. How may I help you?" He kept his voice butler-neutral. Dormand had never paid him any attention, but neither did he pick on him.

Dormand flicked a glance to Chuck "Hey there."

"Mffph," the mechanic said around a large chunk of food.

"Anyway, Walter, I gotta know...the boys and I all wanna know..." he gestured to a table a few rows down. "...you seen her titties yet? Are they plump like fresh raisins? They don't look so big, but I bet they'd be a nice squeeze..."

"WHAT?!" Had he been eating, Walter surely would've choked. Chuck, in fact, started to. A passing soldier thumped him on the back and he cleared his throat.

Laughing, Dormand slapped a hand on the table. "Larry said he saw you go into her room...he was bringin' some paperwork to Arthur. Oh, that's rich, I said, that's rich! Angel of Death got his hands on the girl playing soldier!"

Scowling, Walter pushed his tray away and made to stand. "I'm a gentleman, I work directly for Hellsing and I have NOT seen anything about her nor done anything untoward."

"Ohhhhh, you sure of that?" Dormand's grin was too wide, his elbow jabbing Walter in the ribs. "Bet you got yourself a fine mouthful, there! Oh God, what I wouldn't give for a little taste of that..."

Walters fists clenched. If he'd only had his wires...fortunately, Chuck came to the rescue.

"You gotta stop saying things like that, Dormand, 'cause Walter's a fine lad, he is, and he'd sooner shoot his own mum than lay a hand on a lady like that!" Chuck leaned in, scowling. "So you just lay off him and get back to your post! Hate to forget to tune your truck, then." Walter knew it was a bluff; Chuck would never shirk his duties, even for revenge.

Dormand's grin melted off like so much thin liquid. "Fine. Just tryin' to have a spot o' fun with the lad. Obviously, he's too young to appreciate the finer things in life." He rose, fixing Walter and Chuck with a look of contempt before huffing away.

Walter looked down at his half-eaten food. "Huh. Lost my appetite for sure."

"Ohhh, I'll take it, then!" Chuck reached over, dragging the tray towards him. "Don't let them buggers get you down. They're just mad 'cause they wish they could do all your magical string whatzits and have a nice lady watchin' their back."

"She is."

"Is what?"

"A nice lady. Do they really say things like that about her?"

Chuck grimaced, then nodded. "'Fraid so, Walts. I never told you 'cause I figured it'd get you all mad and Lord knows you cause a fit when you do. You can't change 'em, they're gonna be men and say those things. They're just ungentlemanly, is all. They're young..."

"I'M young, Chuck! So are you! What are you, twenty?"

"I am twenty three and a half, actually." He smiled proudly, pushing the freckles far up onto his cheeks. "Pretty old for somebody in the Hellsing army."

"She's twenty," he said quietly, wilting a little.

"Ohhh. Well, she's ...wait. You ain't got a case on her, do you?" His red eyebrows rose.

"What?! Of course not, don't be absurd. She's boring, useless, doesn't clean her room and doesn't look like a lady at ALL. I think she'd crack if she had to wear a dress."

Chuck smiled slightly. "Hey now, don't be all that, Walts. You know I'd never give you talk for it. Just don't let the others know, or you'll not hear the end of it."

Walter snorted, folding his arms. "I do NOT have a case on her, and that's that."

"Right, then," Chuck said behind a tiny smile. "No more talk of it."

"Right."

**Lesson 6, Part 1**

Two more small missions had proved useless...that is, until the Intelligence Division deciphered some seemingly innocuous paperwork they'd procured. There was a vampire involved, possibly and most likely a legion of ghouls.

And here they were, the Deadly Duo as the soldiers had come to name them, fighting their way out of an underground chamber they'd accessed through a sewer. Yet another indication of experimentation, the walls of this place were rusted – windowed observation chambers were splattered with blood stains.

As Meredin stood by at the ready, Walter dispatched five Nazi soldiers, smirking as he did so.

"You really enjoy this, don't you?"

"Oh, does it show?" His grin widened. "It's really...delicious. People dream of committing violence...and here I am, getting paid to do it. How about you?"

"No," she shook her head "I don't enjoy it. I'm not afraid to die, but I don't enjoy it."

"Then why-"

"There!" Meredin swiveled, raised her rifle and fired, all in one smooth movement, planting a bullet in the head of a soldier. "I've got a bad feeling about this, Walter," she said, breathing out steadily.

"Yeah, me too. There doesn't seem to be much here. But they're guarding SOMEthing..."

They reached the surface with relative ease...and stepped out to face a legion, fifty strong, of undead, and one leering, white-haired vampire. The hair fell in strings behind his head and his mouth was toothy and large, too large to be natural. He wore a black coat, rather like a priest might, but he lacked the priestly collar. The tall vampire placed his hands behind his back as he looked the pair up and down. "Oh, vell, here ve have zome little mice, eh? So cute, so cute. Dok will enjoy little mices, I zink."

Walter's eyes widened. Both he and Meredin knew this had to be the vampire behind the massive ghoul battle they faced two months previous.

Hunkering down, Walter clenched his fists. "You bastard, you won't get away this time!"

"Walter, we can't...there's too many of them," Meredin whispered. "Walter..."

"I can take them!" he fairly shrieked. "I'm not afraid!"

The vampire threw back his head and laughed. "Awww, little mices, you tremble, eh? Ve won't eat you...yet..."

"Walter...we'll be killed..."

"Then LEAVE! I told you, I can take them!" He was shaking with rage. All he wanted to do was attack. They were right there, so close, mocking him...so what if there were fifty? A hundred, a million, it wouldn't make any difference; he would slice through them all. He'd show them...that damned vampire, grinning, so cocky...he'd slice that smile right off.

"Walter..." Meredin stepped behind him, sliding her arms around his shoulders and chest.

His eyes widened.

"Please," she whispered. A pause. Then: "I'm afraid. I need you to protect me. We have to leave."

Walter held his breath for a moment, and then slowly straightened, rage diffusing. If she needed his protection, then he had a responsibility...and if she could cast aside her pride to ask for his help, then he could let the vampire go.

It would be much later before he would come to the realization she'd lied.

"All right..." He was glad she left her arms around him. The warmth was...nice. "VAMPIRE!"

It was unfortunate the wires didn't extend far enough to take that leering freak out. The undead leader smirked, raising his brows. He looked as though he might have been an upcoming politician. "Ja, little mousie?"

"I've reconsidered my position. You're boring and your ghouls smell. We're not gonna dance tonight..."

"Ohhh, is dat so? Ahahahaa! Funny little mousie!"

Meredin released Walter, placing her hands instead on the sides of his arms, guiding him backwards. Ever back, slowly, carefully, keeping their attention on the horde before them. She glanced back every so often, lest they walk directly into an ambush.

"Where do you zink you are going, eh? Too many of us...two of you! Ha!"

Ignoring the taunts, Meredin whispered, "Walter...I want you to run now, ok? We're far enough away. We need to get out of range of their weaponry. Our truck is just down that hill."

What she could not prevent, however, was the tranquilizer dart that hit her in the neck. Wincing, she reached back, plucking it out. "Bloody hell...Walter...run...NOW."

Another dart, aiming for Walter, whizzed by just as he moved. He turned, making a break for the road, unaware of Meredin's collapse directly behind him. He kept running as the laughs and jeers faded behind. Finally, nearing the truck, he turned...

His breath caught in his throat. "Meredin...? MEREDIN!" The bellow carried up over the hill. Rage flooded his veins, he could scarcely think for the pounding in his ears. He hadn't heard any shots or explosions...whatever they'd done, she was probably still alive.

Through the anger, one thing became crystal clear: his next moves needed to be very, very precise or he might inadvertently get her killed.

**Lesson 6, Part 2**

He'd started the truck and rigged the gas pedal to stay down. It was a risky venture, but to leave it there would give away his presence. If luck was with him, he would be able to hot wire an enemy vehicle...a useful skill learned from Chuck. He made a mental note to buy Chuck's next meal or three.

The building seemed quiet enough now that the vampire thought the enemy was gone. Walter snuck past a handful of sleepy-looking guards...they didn't yet appear to be vampires, but he couldn't be sure unless he engaged them in combat. He dispatched two guards that stood in front of the main door...easy enough, given the element of surprise.

He slipped through the hallways and staircases, dodging into dark rooms or closets, back down into the underground lair. Following the sound of brazen laughter and bragging proved a good idea – the human soldiers were getting drunk and the ghouls were apparently locked away in a pen somewhere.

"...Yeah, and he said we can have 'er after Dok's done with her. Bastard's a creepy one, hope he doesn't spoil her up..."

Walter's jaw and fists clenched. He made a mental note of that voice so he could recognize the man's screams when he was eviscerated later.

Silent, like a butterfly, a gentle breeze, a floating feather. Stealth hadn't been the most interesting practice he'd ever encountered, but when necessary, it was invaluable.

One soldier damn near caught him, but Walter easily slit the larger man's throat, then dragged the body into a darkened side room. It was precious time spent, but to alert the entire building would be...troublesome.

The search was growing more frustrating and fruitless until, at last, an unfamiliar figure emerged from a back room. Light hair hung down the sides of his face like a curtain and a strange pair of many-lensed spectacles rested on the bridge of his nose. Walter thought the man's attire was curious; the abdomen was visible, the perfect target for a good punch.

Nevertheless, the esteemed butler didn't wish bring undue attention. The strange man walked along, holding up a red vial, smiling to himself. After he passed, Walter emerged from the broom closet and darted into the back room.

There was Meredin, strapped to a table, her arms secured beside her head by leather straps, her ankles held to the sides of the table in the same manner. Though her eyes were closed, Walter could tell she was awake from the scowl on her features.

"Meredin," he whispered. When she opened her eyes, he felt relief flood his chest.

She stared at him, eyes wide. "How the hell..."

He put a finger to his lips, glancing back. "I snuck in. Are you ok? Did they...do anything to you?"

She shook her head, lowering her voice. "No...the tranquilizer dart didn't put me out entirely. He took some blood, though. That was MINE."

Grinning, Walter stepped to her side. "You know..." Now his eyebrows raised and he placed his first two fingers on her abdomen. "If I weren't such a nice boy..." He glanced at her face to gauge her reaction as he slowly 'walked' the two fingers upwards. "...I might just take a peek." The fingers ceased their stroll just below her breasts.

Meredin blinked at him. "Walter, get me the HELL out of these straps."

"Right," he smirked, stepping over and releasing the straps at her ankles, then wrists.

She sat up...and immediately slapped a hand across his cheek. "Don't ever do that again." Her voice was ice, lips pressed into a thin, hard line when she finished speaking.

He stared at her, horrified, and placed a hand on the stinging red spot. She hadn't hit him very hard, given her physical strength, but enough to make him take notice. "I'm...I'm sorry. I didn't mean..." He felt ill. Damn Dormand and his ideas...

Meredin took a deep breath, closing her eyes. When she opened them again, her expression was softer. She reached forward, removing his hand and placing her own upon his cheek. "It's ok. I shouldn't have hit you. You didn't know better, you're just a kid..."

Hurt far more deeply by those words than the previous strike, he jerked away from her touch and turned to the door, scowling. "We should leave now."

"Yes..." Meredin paused, placing a hand on the table.

"What is it?"

"Just a little dizzy is all...tranqs haven't worn off entirely."

"Here..." Walter grabbed her arm, slipping it around his shoulders. Anything he might be feeling from their previous exchange would only impede their progress now, and needed to be shoved aside.

"I don't..." She paused, then offered a small, tired smile. "Thanks, Walter."

They wound their way through the hallways and stairs, working back to the surface, taking out more than a few soldiers on the way. There wasn't a way to retrieve Meredin's personal guns ("I'm going to miss that rifle..."), but she became well-stocked with "donated" weaponry.

They worked their way to the surface, Walter silently dismantling two guards near a row of trucks – Walter chose the first one in line. Meredin slumped into the passenger seat. "Can you drive?" she queried as he fiddled with the starter.

"Yeah...I also know how to fly a plane."

"Useful," she smiled. "I should learn."

A shout went up just as the truck's motor coughed to life. Fierce German expletives were tossed around from the roof...soldiers came running, raising their weapons. Walter slammed his foot on the accelerator as Meredin turned, picking off a couple of humanoid forms.

They sped away, smiling at the sounds of chaos in their wake and each giving a one-fingered salute to the enemy.

**Lesson 7**

A week and a half of quiet respite allowed Hellsing to regroup, re-plan and, most importantly, reload. There had been no reported attacks from crazed Nazi vampires, no ghoulish cannibal sprees.

Walter stuffed his hands in his pockets, idly puffing on a cigarette as he meandered towards headquarters. The setting sun produced a brilliant crimson hue, spreading over the low clouds like luminous paint.

As he approached the doorway, two figures emerged. One was Meredin; she was clad in a tight-fitting black dress, which showed off every curve. The feminine effect, however, was very nearly ruined by her muscular biceps, easily visible as the straps holding the dress to her were sleeveless. A lacy black shawl draped itself casually over her forearms, hiding the muscles located there. Her normally wavy hair now bounced playfully in ringlets as she stepped forward in high-heeled black pumps.

Walter gaped, then tore his eyes away to see who she was grinning at, arm-in-arm.

Dormand.

He instantly felt ill.

The handsome soldier wore his uniform well, smiling down at Meredin in a most charming manner. His eyes shifted and he caught sight of Walter. Though the smile never faltered, those eyes narrowed momentarily.

"Hey, Walter," Meredin smiled as they walked past. She reached over and ruffled his hair, then snatched the cigarette out of his mouth.

Walter turned, watching them go. He should warn her about Dormand, but maybe...maybe it served her right for wearing a dress like that. Anyway, she probably wouldn't believe him. Or, worse, think he was jealous.

He wasn't. Was he?

Clenching his fists, he stomped inside the building. He'd read, that's what he'd do; it always calmed him down. Something light and pleasant, like Nietzsche. And he'd sit right there in the study, so he could watch the hallway and make rude remarks when she returned late, just like when Arthur would try to sneak trollops into the mansion.

He had to read for a very long time.

Just as his eyelids started to fall, the front door opened. He sat perfectly still.

Meredin padded in, carrying her shoes. She looked very unhappy. With her free hand, she reached up, wiped her eyes, then let out a tiny sniffle.

He felt his cold resolve weaken. She stepped along the hallway and gave a start as she glanced over to see him there in the study, curled up on a plump chair.

"Oh...hi..." She forced a smile. "I just..." she waved a hand vaguely at the door. The smile dropped off. "Got back."

Walter's eyebrows creased. "Are you all right?"

"Yes, yes, I'm fine. I just...well it...let's just say, I don't think I'm cut out for this sort of adventure." Her eyes dropped to the floor.

He'd kill him. He'd strangle Dormand with his bare hands. He didn't need wires, they wouldn't be as satisfying. And yet, all he could think of to say to her were mean, nasty things. He wracked his brains for a compliment and, before he could think better of it, said: "I think you look pretty."

She blinked, looking at him, and then, in typical female fashion, appeared as if she might just start to cry. He pulled out a pristine kerchief and held it up. She approached, grabbed it, then dabbed at her eyes. He stood and indicated the plump chair.

Surprised, she accepted the offer, settling into the crimson cushions. He held up a hand, smiling a little, then placed an arm before himself and bowed slightly. "I shall return momentarily." With that, he sped to the kitchen, leaving a stunned - and curious - Meredin in his wake.

After a few short minutes, he arrived, carrying a silver tray upon which were two teacups, two plates of biscuits and a single silver teapot. He pulled up a footstool beside the chair, placed the tray on a tiny table, and commenced pouring the tea.

Meredin smiled a little, accepting the offered cup. They sat in silence for a while, sipping the dark ochre liquid and nibbling at biscuits.

"I didn't know butlers were allowed to drink their own tea," she said at last.

Arching a brow, his lips pulled into a smirk. "If I didn't sample it on occasion, I wouldn't know if I did it right."

"That makes sense. Um, I walked back," she remarked offhandedly, glancing away.

Walter took a sip of tea, raising his brows. "He made you?"

"No," she shook her head. "I just didn't want his company any longer. It was...unpleasant." She paused before continuing. "I don't know how...to be a woman anymore. It was ridiculous of me to think I could be that again. Nurse Meredin is dead, and I'm..."

"A soldier."

"Yes."

Although Walter was quite certain one could be both feminine AND a soldier, he didn't feel this was the time to point that out. Dormand had likely said rude things to the contrary.

Glancing aside, she carefully set the teacup back onto the tray. "Thank you, Walter. It helped."

Standing, she reached over, taking his chin in her hand and tilting his head up slightly. He tensed, stomach threatening to do a loop-de-loop. His breathing ceased completely.

Leaning down, she smiled just a little. "Here. I'll give you what I wouldn't give him." With that, she pressed her lips briefly to his cheek bone. "Good night, Walter," she said, straightening and moving towards the hall. "You'll make some girl very happy some day."

He stared after her, mouth agape, utterly unable to move. He felt warm and tingly all over and his cheeks had, much to his horror, turned a delicate shade of scarlet.

**Lesson 8, Part 1**

"It'll be a quick job, just in and out," said the Corporal. He seemed a little nervous. "You take down the vampire and his handful of ghouls and the soldiers'll do the cleanup."

Meredin scowled. "Since when do they do cleanup for US?"

The Corporal scowled back. "Since you didn't DO YOUR JOB last time and left the vampire and most of his soldiers alive!"

"Yeah, that's because your reconnaissance was WRONG, you ugly git! There were at least FIFTY soldiers, not fifTEEN!" Walter clenched his fists.

Meredin smirked, placing a hand on Walter's shoulder. "Well," she said coolly, "We'll see. Maybe we'll just leave you scraps this time. Haven't you trained your men how to use binoculars and take notes?"

The Corporal's mustache twitched. "I don't have to sit here and listen-"

"You're standing," she pointed out helpfully.

"-STAND HERE AND LISTEN TO THIS! I am giving you an ORDER!" He bellowed so loudly that several other soldiers turned to watch.

"Which we'll gladly follow. I just hoped you might be more mindful of our plight next time. We are not immortal, unlike our enemies."

The Corporal narrowed his eyes. "Of course. Now if you're finished...there's your truck." He jabbed a finger in the direction of the garage.

Walter hoped Meredin would keep her hand on his shoulder forever. He wilted a little when she let it drop.

They turned in unison, stepping to the staging area. Soldiers were finishing packing supplies and weaponry onto their trucks.

Chuck was leaning against a rather decrepit looking vehicle. He smiled as they approached, giving the hood a loving pat. "I know she don't look like much, but this girl, she's got a PUNCH! Took care of her right myself, I did, didn't let Norm or Ed touch 'er."

Walter and Meredin exchanged dubious looks.

"Aw, now don't you go thinkin' she ain't gonna run 'cause of her dents there. Them dents? Those are war scars, they are! Right proud of 'em, too, she is. Them other trucks? _Didn't make it back_. They were too slow for the attack." He looked at them sternly. "So take this truck, I know she works right."

"Thanks, Chuck, we really appreciate it," Meredin smiled.

Walter, however, was not smiling. "What is it about this attack? What's going on? I know you hear things there in the garage..."

Glancing aside, Chuck took a deep breath. "They got some information...looks like there's more vampires than they thought. Ain't just that one git you two escaped. There's some crazy fellow behind it, wouldn't y'know. S'all I know, really. Just worried about you two. You get the brunt of it an' all." He smiled a little. "Arthur cares, but I ain't so sure 'bout the Corporal. Just be careful, see? Just be careful." He stepped between them, giving each a pat on the shoulder.

"Walter, we couldn't handle ONE vampire. How are we going to handle more than that?"

Shaking his head, the butler slid a pack from his pocket. "No idea. Guess that's what the extra soldiers are for. We clear a route, they go in for cleanup, just like he said."

He yanked his hand out of the way as she made a grab for the cigarette. "Oh no you don't, not this time!"

"Yeah, you just wait, little butler. You just wait." She grinned, then slid into the driver's seat.

**Lesson 8, Part 2**

This time, the information gathering proved correct. The building was brimming with a legion of ravenous ghouls, and they seemed far more vicious than the last lot. Here was a hornet's nest, and they were stirred up into a frenzy.

It would have been easy enough to bomb the building, but Hellsing wanted whatever was hidden there, if anything at all. It was also said that there were humans in the basement, being experimented on with all manner of horrific devices and injections.

Walter leapt up, planting his hands on the back of a ghoul and leap-frogging over, pulling the wires along with him. He grinned – this was exhilarating in a way no other battle could be.

Meredin was well prepared this time – two rifles hung at her back, a pistol at each hip, and she currently wielded a stolen MP-40 - her new favorite weapon.

Walter glanced back to see her wearing a lopsided grin, and felt a quickening in his blood. "I like this much better!" she called. "I used the rifle before...because it saved my life...but this...this is like a DREAM!"

An explosion sounded from somewhere outside. "Cleanup crew!" Walter hollered.

"Maybe!"

He was near, Walter could feel it. That damnable vampire, the one who mocked them before, who was going to let his doctor experiment on Meredin...he was close.

Suddenly the ghouls grew greater in number. They surged forth, clawing madly, ripping a gash in Walter's leg as he glanced back to check on Meredin. He let out a yowl, which didn't go ignored.

Meredin wheeled around, upper lip curled, and let loose with a volley of bullets. The ghoul staggered back, quickly reduced to a mass of quivering flesh and exit wounds. Walter called out his thanks and resumed the attack.

All at once, the ghouls on Meredin's side of the room lessened...yet doubled in number facing Walter. She whirled again, tending to the greater threat.

The room darkened slightly, then regained its light. Meredin glanced back behind them, and her eyes widened.

A vampire – THAT vampire – stepped from the shadows, his stringy hair lifting in some unknown breeze. His eyes were fixed on Walter's back, his mouth was pulled into a twisted grin. And he raised a gun...

In one movement, Meredin dropped her submachine gun and pulled the pistols from the holsters at her hips. The bullets inside were tipped with blessed silver – she'd been told to save them for the vampires.

But it wouldn't be enough. She couldn't stop him in time.

Meredin flung herself towards Walter, facing the enemy. Even as the vampire pulled the trigger, she pulled hers. Time slowed. Bright flashes and the sharp, short exclamation of the pistols caught Walter's attention. "I'm almost done!" he called.

The vampire's grin widened as first one bullet, then another, punctured Meredin's shoulder and chest. So intent was the vampire on his apparently sweet victory that he did not realize at first that he'd been shot in the heart and head.

Meredin's back slammed against Walter's, and she fell to the floor. The vampire fell back as well, truly dead this time.

A sick feeling arose in Walter's stomach as he turned, about to brag to her of the ghouls he'd finished off. He dropped to his knees. "Hells!"

The pool of blood beneath her was expanding rapidly. It was a bright red, so bright and clean, not like the clotted, angry blood of the ghouls.

Walter's hands had begun to shake and Meredin looked up at him. "Put them...here. And press." With her left hand, she weakly took his hands, flattening the palms to the holes. "Didn't...get the lungs. Lucky me." Her voice grew more faint with each word.

Trembling, Walter pressed down hard, but the bright red continued to ooze through his fingers, down her shoulder and onto the floor. He wanted to scoop it up somehow, to put it back where it belonged.

And then, a sob issued forth from the center of Walter's throat. He squinted, trying to clear the tears. "Meredin..." For the first time in his young life, Walter C. Dolnez wept.

"SOMEBODY GET IN HERE," Walter shrieked. "HELP! SHE NEEDS HELP!"

"Don't worry, they're on their...way here. Cleanup. Crew." She smiled a little, tried to raise her hand, but it flopped back to the earth. "Better me...than you. Sorry...Walt...you'll prob'ly...have to clean the mess..." Her eyes slipped shut, head lolling to the side.

Walter's tears flowed down over his cheeks, falling to the ground and mixing with her blood. His body shuddered with sobs, echoing through the unnaturally silent room.

**Lesson 9**

He watched as her chest raised and lowered, slow and steady. He'd stayed there in a chair next to her bed, every day, every night, watching for two weeks. He'd refused missions, cleaning and practice. He needed to keep watch because she couldn't defend herself if something happened, if someone or something tried to attack. Or if she got worse. That idea, he couldn't bear.

A bit of sunlight lit the hair that rested over her shoulder. He sighed, glancing at the curtains, contemplating whether or not to close them; they said sunlight was good for people, but he didn't want her to get a sunburn. Poor English women.

Chuck had stopped by a few times, but Walter got the sense it was more to check on him rather than her. Several other soldiers also came by to see how she was doing, some leaving flowers. Walter didn't leave them alone in the room with her, he just didn't trust their intentions.

Arthur checked on Meredin as well, solemnly watching her face for a few minutes each day. "I take each life personally," he'd said. "I know it doesn't seem like it, but I do. I don't WANT my soldiers to suffer or die. Her suffering, it's my burden now, Walter. I'll watch for a while." Walter, however, had refused the offer.

An older, robust nurse interrupted Walter's reverie. "Awright, out the way now, dear, I need to look her over."

Walter nodded. This was the only reprieve he'd allow.

He wandered outside, lighting up a cigarette, hoping that, somehow, she'd sneak up behind him and snatch it out.

He glanced over to a picnic table, on which were seated a few men. Upon catching sight of Walter, one leaned forward and spoke to the soldier in front of him, jabbing a thumb in Walter's direction.

Walter meandered by, tensing a little.

"...had the tightest hole you've ever SEEN! MMmm!"

The voice was familiar. Too familiar.

"I'm not sure you should talk about a gal like that, 'specially one who can't tell us the whole story, Dormand..." came another voice at the picnic table.

Eyes widening, Walter spun on his heel, stalking towards the voice. Indeed, he was correct: there was Dormand's back.

"Oh, come off it," he said, waving a hand. He didn't give any indication of noticing the other soldiers' glances at Walter's approach. "Squealed like a stuffed pig, she did. Loved the ride, though. Said I was a better ride than that little b-...well, hello there." Smirking, Dormand turned to regard Walter. The other soldiers at the table glanced at each other, uneasy.

"Don't. Talk. About her. Like that." His voice was low, dangerous. His fists were clenched so hard that the knuckles turned white.

Dormand cast a lop-sided smirk back to the soldiers, none of whom returned the expression. "Oh, c'mon, what are you, her nursemaid, too?" He flicked a glance to Walter's fists, then his grin widened. "You're just miffed she never let you slip it to her."

"Ehhh, hey, y'know, he's just a young fellow, I don't think you should talk like that 'round him..."

"Forget it, Ericks. Kid's gotta hear it SOMEtime. Besides..." Now he turned to look at Walter again, his smile too easy, too sure.

Walter's teeth ached, he'd clenched his jaw so hard. He tried to stare death into Dormand, brutal, violent death.

"...He's just a show-off anyway, not man enough to slip it to her little pinkness."

Walter ripped his gaze from Dormand to look at the other soldiers. He suddenly smiled, fists relaxing. "Meredin gave me a kiss on the cheek. She said she'd give me what she'd never give somebody like HIM." He jabbed a finger in Dormand's direction. "I say that's a good idea. Funny how loudly the sheep bray when you visit the farm next door," he grinned.

The soldiers let out a laugh, one slapping a hand on his knee in delight. Dormand chuckled, and then, in a movement so swift, so strong, he leapt up and swung.

For once in his life, Walter was caught unawares. The force of the punched hurled him back several feet, knocking the wind out. Dazed, he stared upward, listening to the shouts.

"...he's just a kid! What are you DOING?!"

"He's a brat! A worthless brat!"

"He'll kill you, he's got those wires!"

"What?! Arthur'd never let him get away with it..."

Walter smirked, slowly sitting up. His eye was already starting to swell shut. Soldiers grabbed either arm, checking him over. "Y'awwright?"

"...damn, your eye's all-"

As expected, Walter snarled, trying to hurl himself at Dormand, but the clever soldiers held him back. "I'll KILL you!"

"C'mon, don't be sayin' that, Walter...he's a soldier of Hellsing, like it or not."

A rather bookish, slender soldier eased his way between the two groups. "You two...knock it off. There'll be no killing here, we've got enough death as it is, don't you think? Meredin wouldn't want that, now would she?"

Walter cast a glare at him, then turned his gaze back to Dormand.

Dormand, in turn, smirked at Walter. "Yeah, that's right, tough guy. Gotta use your wires to get at me, is that it? Can't just have a fair fight?"

"...like sucker-punching the kid was fair?"

"I'M NOT A KID!"

The slender soldier turned to Walter once more. "Let's allow cooler heads to prevail. Arthur will look into this, I'm sure."

That wiped Dormand's smirk right off. "Hey now, no need. It was just a spat between two guys."

Slowly settling down, Walter smirked tightly. "He's right. Just a spat. You can let me go, I won't go after him."

The soldiers, however, wisely chose to ignore that request.

"Ahhh, c'mon, Dormand, let's go for a brew." The soldiers holding him back urged him away. He kept his eyes fixed squarely on Walter for several paces.

When at last he was out of attack range, the soldiers released Walter, who straightened his vest.

"Don't kill him," the bookish soldier said, looking the young butler directly in the eyes. "He's not worth it. Arthur will not forgive you murder."

"I know..."

A shout came from the direction of headquarters. Everyone turned.

"...lter...Walter! She's awake!" the young soldier paused to catch his breath for a moment, then continued, "She's awake and she's asking for YOU!"

Walter stared at the soldier for a moment, then broke into a dead run.

He screeched to a halt just outside Meredin's door, smoothed his hair and straightened his vest once more before stepping inside. As reported, she was awake, though not yet sitting up. The plump nurse was there, fluffing the pillows.

Meredin smiled as he entered. He stepped to the side of the bed and leaned over. She was just as pale as before, with dark circles under her eyes. She was too thin now, far too slender to be at all healthy.

"Hello, Walter."

"Hello, Meredin."

"Who gave you that shiner?" She reached up with her left hand, gingerly touching the blackening flesh around his eye.

"Oh, uh, I got in...a fight. It's fine."

The plump nurse did a double take. "That is NOT fine, young man, I'm going to go get ice for that right away!" She huffed out of the room, muttering something about silly boy fights.

Walter smiled a little, gently pulling Meredin's hand from his black eye, and placing it against his cheek. He leaned into the touch just a little.

"How do you feel?" he asked quietly.

"Like shit. How do I look?"

"Like shit."

"Heh. Thanks. They think I'll be able to use my right arm again once the bullet wounds heal. Good thing I shoot just as well with my left."

"You took those shots for me." Saying it made it real. No one had ever given him the impression that they would protect him with their life. No one. He was Walter, the Angel of Death, powerful, important, but in the end, just another expendable weapon.

"Yes."

He wanted to ask why, but it was obvious. "Thank you," he said instead.

"Of course. I'd do it again."

"I'd rather you didn't." He gently urged her left hand back to her side, tucking it under the covers. "Meredin..." When she'd been asleep or in a coma, whatever it was, he'd wanted to kiss her, to see if it would wake her like a prince waking a princess in those fairy tale books. Now that she was awake, he still wanted to, maybe even more.

The nurse bustled in, carrying a small block of ice covered in cloth. "Here you go. Now, off with you! She may be awake now, but she needs extra rest! And none of this 'oh, I'll pine away if you don't let me sit here, Nurse Betty' crap, either! I know you. You'll want to talk to her. So...out!" She shooed him out, stuffing the ice into his hand, and closed the door behind herself.

Meredin smiled a little, then fell back into peaceful slumber.

**Lesson 10**

It was Meredin's first day outside since she'd been laid up, and Walter wanted it to be perfect. She refused to traipse about in a nightgown or robe, and instead demanded she be allowed to wear her uniform. The nurse thought it best not to argue with a sharp shooter.

"Keep a good eye on her. If she looks at all tired, bring her back immediately. Do you understand?"

Walter nodded at the nurse. She was more than a little scary.

He held onto Meredin's left arm as they slowly made their way outside, her right arm held securely in place. It was a cool day, with a gentle breeze that wafted about, easing the sun's bright warmth. Autumn was on its way.

"You never told me who it was that gave you the shiner." She'd pressed him for details four other times prior, and he'd dodged each time.

He sighed. No point in keeping it from her, she'd learn soon from the rumor mill. "It was Dormand. He was...speaking rudely about you."

"So you hit him?" she smirked.

"No. I said he liked to make it with sheep. Then he hit me."

Meredin barked out a laugh, the first full laugh he'd heard from her in some time. "I see. Ah, and there he is."

Walter felt his stomach tighten. "Ahh, you aren't supposed to...hey!"

Dormand sat at his usual favorite picnic table, shooting the breeze with a much smaller assortment of soldiers than before. Meredin stalked to him with a predatory grace, fierce and commanding. Walter's skin tingled at the sight.

"Did you do that?"

Dormand turned and blinked. "Eh? What, that? Yeah, he's a brat, I-"

With her good hand, Meredin hurled a punch so ferocious, two teeth went flying. The other soldiers leapt to their feet, unsure of what to do or who to restrain. Dormand reeled back, cupping his hands to his bloody mouth, spitting violent curses.

Meredin lowered her voice, upper lip curled. "Don't you ever. EVER touch that boy again or I will shove my rifle up your ass so hard, you'll shit bullets for weeks. Do you understand?"

For a moment, he looked as though he might just hurl himself forward in a flurry of fists. But good sense overcame his anger and he nodded ever so slightly.

"Good." With that, she grabbed Walter's arm. "Let's go."

As they stepped away, Walter looked over his shoulder, smirked, then stuck out his tongue at the glowering form.

A few paces later, Meredin whispered, "Walter...I feel weak. Don't let them see it."

He nodded, putting an arm around her waist, helping support her until they moved behind a storage shack. There, he eased her onto the ground.

She smiled a little and shook her hand. "Ow...guess I'm out of practice. Bother."

Walter smirked. "That was quite a punch."

"Thanks," she grinned. She then leaned her head back against the wall and, after a few moments, was sound asleep.

Walter hesitated, then placed his hand over hers. They rested there for an hour, until such time that Nurse Betty sent out soldiers to locate them. Never before had Walter had his ear tugged so hard...

**Lesson 11 – The hardest lesson, Part 1**

They rested on a bench that faced away from headquarters. In the distance, soldiers practiced marching in line, raising their rifles and aiming.

Meredin took a deep breath, flexing her right arm. "See? Almost all better."

"Looks a little flabby there," he said, reaching across her to poke the bicep.

"Ha! Still more than you, butler."

He grinned, digging in his pocket.

"Don't you dare..."

"Ahhh, can't a man have a coffin nail every now and then?"

"When you ARE a man, then sure," she smirked. "But nice boys don't smoke."

He opened his mouth to speak but her suddenly solemn expression caused him to close it again.

"Walter...I have to tell you something. I'm leaving."

He blinked, uncomprehending. "What?"

She didn't meet his eyes. "I've been...offered a very good position elsewhere, so I've decided to take that. I won't be in this division anymore."

"What?!"

Though her lips pulled into a smile, her eyes held no delight. "Yes, it's a wonderful opportunity."

He stared at her. "But...our team...Hellsing needs you."

"No," she shook her head. "Hellsing needs YOU. They've already got a replacement lined up. Oh, Walter...I'm a good shot, but you...you're practically magic."

"Is this...because of Dormand?"

She snorted. "No. I mean, I DID have to kick him in the nuts again, but that's just Dormand for you. It's nothing to do with him. I just...I...need to leave."

"Just like that. You're leaving."

"Yes."

"Well, that's just dandy, isn't it?" He rose to his feet, shooting her his best glare. This time he did pull out a cigarette. "Fine, then. Leave." He turned, skulking away.

"Walter! Don't be like that...Walter...I'm very excited about it, you should be excited for me, too..."

**Lesson 11 – The hardest lesson, Part 2**

He didn't want to be there when her plane took off, but Arthur insisted. "You are my butler and you shall be there to see her off!" he'd ordered.

Meredin was speaking with a few soldiers. They patted her back or shook her hand. One handed her something that gleamed, it looked like a pocket watch. Walter glanced away, having nothing to give her.

As the plane's blades whirled to life, Meredin turned. Arthur stepped forward, shaking her hand. She nodded, smiled politely, said a few words, then stepped past him, towards Walter.

He turned away, and folded his arms, chomping down on the cigarette in his mouth.

Silence. And then:

Meredin grabbed his shoulder, whirled him to face her, plucked the cigarette out, and wrapped her arms around him. Stunned, his arms dropped to his sides. When she didn't let go, he loosely draped his arms around her waist. She smelled like bullet shells and casings, like bandages and blood. She was warm and so much softer than he could have ever imagined. He pressed his face to her neck, because that's the only place it would reach. His fingers clutched at her back.

She held him for a long time. He could feel something, a shudder from her, maybe a sob. Or maybe it was just a shiver from the cool air. "Walter. I'll never forget you."

With that she released him and turned; he didn't see her face. She strode purposefully to the plane and entered the doorway, where she paused and slowly turned to look back. Her expression was one he would never forget: There was no joy there, no excitement, no interest. It was the expression of a woman who did not want to leave.

And then she was gone. The plane eased forward on the runway, then zoomed off into the sky. He watched it go until it was no more than a speck on the horizon.

**Lesson 11 – The hardest lesson, Part 3**

"And so then I says, I says, 'Hey, you there! You gots t-...' you aren't listenin' at all, are ya, Walts?"

"No, sorry," he admitted, kicking his feet a bit from his seated perch on the top of a truck.

Chuck sighed, setting down his wrench and straightening to a standing position. He wiped off his hands and gave Walter a long, calculating look. "Listen. I know what she said. And, I know what really went on."

Walter raised his eyes to meet Chuck's.

"They made her leave, Walts."

"What?"

"She cared a lot for ya, and you for her and that got them all worried-like. Yer both soldiers, warriors even, an', well, they felt it wasn't good for their favorite weapon t'have feelings for somebody, 'specially somebody what fights alongside him. She gets in danger, you'd ditch the whole team to protect 'er."

Staring at the ground, Walter chomped down on his bottom lip. So that was it. Their favorite weapon had feelings. He closed his eyes.

"I wasn't s'pposed to say nothin', I'm sure, but they also didn't know I overheard. I'm sneaky like that. Awww, Walts, there was nothin' you could do."

It stung him to the core that they would treat him like that. "They...she could've gone back to being a nurse!"

"You seen her, do you really think she'd be happy goin' back to that life? She's got the bullet in her veins, now, Walts. Worse, think she'd want to patch you up every time you got hit? Hell, I worry 'boutcha and I ain't even got a crush on ya." He offered a smile.

"She...had...?"

"I ain't sayin' that, don't read into it. But there's another reason they sent her off, too. An' this is the harder one. She told Arthur off, she did. Said he was usin' you and that you should have a normal childhood. Said he should stick to puttin' adults out there 'stead of a young boy, ruinin' his life by offering the chance to kill, that it was a drug. As y'can imagine, that torqued Arthur right good, it did."

"You overheard all that?"

"No, she told me."

Walter closed his eyes. "I see." He then hopped of the truck, mind reeling. "I...need to be alone for a while. Thanks, Chuck. I owe you. Again."

"Right-o, Walts. Just take care an' don't think too harshly of Arthur or Hellsing...they just want to make the world safer...I guess they forget about the details sometimes."

"Right," he said miserably, footsteps heavy.

As he approached the garage exit, however, a suited man appeared. Islands. "Ah, Walter, Arthur needs to see you. Your new partner has arrived..."

"So soon?" He didn't see the point in arguing; they'd do whatever they damn well pleased.

"Yes. His name is Alucard..."


	2. Meeting: The Second

Note: I edited out a little portion that wasn't quite right, so if you read it before, no, it isn't your imagination. :)

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London, 1947. Hellsing Manor.

**Lesson 12**

"Walter? …..Walter, it IS you!"

He spun to the sound of his name, for the second time in his life surprised by the sudden appearance of this woman.

She threw herself at him, nearly knocking him over as she enveloped him in a hug, her arms wrapping tightly, one hand moving up to cup the back of his head. She immediately backed up, smoothing his hair, grinning broadly.

"I knew you'd be here…oh look at you, you're as tall as I am now!" She quickly circled around him, examining up and down. "And so beautiful, so handsome…all the girls must fall at your feet!"

He couldn't believe she was there. Meredin. HIS Meredin…She looked just as he remembered, even wearing a soldier's uniform similar to the one she'd worn just three short years ago, when they fought together, before Alucard came into his life.

Arthur hadn't warned him she'd be coming. Walter knew a host of Hellsing and Templar types were stopping by the manor for a brief visit, and he was to serve them tea and crumpets, whiskey if they asked (and to keep an eye on the Templars). But not HER…he would never have dared to hope.

"Three years," she smiled. "It's been so long. You're unusually quiet…don't tell me you forgot me..."

Oh, he hadn't forgotten.

She'd started to look a little disappointed until he reached a hand up toward her face. He grazed the corner of her lips with his fingertips, moving those fingers slowly along her cheek, flattening his palm there. His thumb brushed her upper lip as it moved by. Her earlobe rested between his middle fingers, and her eyes widened.

He leaned in slowly, eyes falling to her lips, eyelids dropping slightly. Her breathing had stopped. Those lips – her lips – parted just a little at his approach.

"Walter," she breathed when he was a scant two inches away. "I can't….I can't kiss you…you're only seventeen."

He sucked in his breath sharply, pulling his hand back as though struck. All at once he turned his back to her, tossing a hand up casually.

"Oh, I was just getting a bug off your face, I wasn't going to kiss you. Who would kiss YOU? You're so ugly."

He heard her start behind him. For several long moments, she was silent. Then: "Well, if that's how you feel." He heard her swift footsteps march away.

When he turned and called out her name, he saw he was too late; she was already being lead into the manor, laughing politely at a joke from some old leering geezer.

He caught one glimpse of her later, as he entered the meeting room with a silver tray of tea; she didn't look at him. That was the last he saw of her until the plane left. From his living quarters' sparkling window, he watched it ascend.

**Lesson 13**

"Ohhh," Chuck hissed in his breath between clenched teeth, grimacing. "Yeah, that prob'ly wasn't the best thing t'say, yeah."

"I know," Walter snapped, then echoed the grimace. "Sorry." He rested his head on his forearm, pressing it against the garage wall. "I'm an idiot."

"Ah, no, yer a teenager, an' got all them funny things flowin' in you right now. Must seem all mixed up."

"But I'm the damned Angel of Death," he barked over his shoulder, "I've killed more men than she's even SEEN…I should be able…be able to…"

He caught Chuck's kind, knowing smile. "She's a clever one, Walts, she'll know y'didn't mean to hurt her feelin's. You were just talkin' out of disappointment."

"But I…" he then lowered his voice to a whisper, eyes closing miserably "…I wanted more than…just a kiss. I wanted to take her behind the shed…under that tree…and …become a man with her…"

"Y'already ARE a man, Walts. It has nothin' to do with stickin' yerself anywhere."

"Oh, and how do YOU know?" he snapped again, then grimaced once more. He hoped Chuck would forgive him all these unpleasant outbursts.

"Ha! I was younger'n you when I done it."

"WHAT?!"

"It's true." Now he turned to face Walter completely. "I was sixteen, an' I do regret that one. We were too young, she an' I. We both wanted it to be more'n a bit of rutting, but it weren't. That's all it was and that's too bad."

Walter stared, agape. He – engine-oil-smeared, lop-sided grinning, lanky Chuck - had been with a woman…at sixteen?! Walter had kissed two - no, three - girls in his time, but hadn't seen fit to move beyond that. They were a bit uninteresting with their giggling demeanors, lovelorn sighs and wide, doe-eyed gazes. Besides that, none of them had known how to use any weapon at all, and that was just unforgivable.

"Oh, now don't look at me like that," he said, cheeks starting to tint. "It weren't a big accomplishment or nothin'. Any fellow can stick it in a woman what lets you."

"Did she…like it?" He genuinely wanted to know.

"Not really, no. Hurt a bit, see." Chuck shook his head. "I also didn't know how to make it enjoyable for her. Well, and I thought I'd be different or somethin' after I done it."

"And…?"

"I was still just a boy," he shrugged, then continued. "Walts, you do amazin' things with them wires, and y'saved the world proper, you an' Alucard. It's your spirit what makes you a man. But….I think you still got those feelings for 'er. Strong ones. Those are what makes a nice time, right." He smiled a little.

Walter peeked at him from his arm. "What do you mean?"

"Well, if she wants ya bad enough, makes yer job lots easier, she'll enjoy herself twice as fast," his grin widened.

"What?? Just how many women have you been with?!"

"Oh," his eyes twinkled, "I been with a couple. Y'may not believe it, Walts, but I can be right charmin' to the opposite gender when I puts my mind to it. The fun business is all in the hunt, see."

Ignoring that comment, Walter took a deep breath. "She said I was 'only seventeen,' Chuck."

"Well….y'are. She's what, 'bout twenty-three now? That's a fair bit too young for a grown woman to be messin' about with right now, even if y'DO act older."

Closing his eyes, the young butler spoke quietly. "I wonder if I'll ever see her again."

"Oh, I wouldn't doubt it. 'Course, she may take off and deck ya in the nose when she lays eyes on ya again."

Walter groaned, pressing his forehead to his arm once more. "I'm such an idiot."

Chuck stepped up, smacking the younger man good-naturedly on the back. "Oh yeah, sure, but not 'cause y'told her she were ugly. Yer just a git by nature." He grinned, bouncing back out of range as Walter spun around with a tight smirk.

The esteemed butler stepped to the doorway, shaking his head. "Thanks, Chuck. I appreciate it."

"'Course! Any time, Walts. An' bring some a'them nice crumpets next time you stop by. Them are made outta gold, sure enough!"

"Right," he said, smiling a little.

Fin


	3. Meeting: The Third

The outskirts of Zumikon, Switzerland, 1950. Site of the Industrial Reconstructionist Offices, secret base of the Knights Templar.

**Lesson 14, Part 1**

Walter ran a white-gloved finger over the top of a drinking fountain, then rubbed the slight bit of dust between his fingers. The Templars were a lot of things, but they really needed a good janitor.

Opposite Walter and down the hall, a door swung open and out stepped a female form, exiting backwards so she could regard those still in the room. The dark brown tresses were pulled back into a ponytail, though the top part of her head was hidden by a small, stylish white hat – certainly fashionable for women. The figure also wore a smart white coat, the long sleeves hiding her arms. A deep blue skirt batted annoyingly at the middle of her calves with her movement. Those legs terminated in pristine white pumps.

"…will see to it when I get the chance." The figure waved a hand rather dismissively at someone in the room, then smirked as she shut the door.

Walter smiled slightly. Finally, it was HIS turn to sneak up on HER.

She paused, then, mind intent on something, tapping her finger on her chin. All at once, however, she became aware of the presence behind her. She spun on a heel, staring at his neck for a few seconds before slowly raising her head.

He knew he'd changed since she last saw him. His hair was longer now, pulled back into a ponytail lest it dust at his shoulders. Two loose bits always fell forward to frame either side of his face. (Arthur detested the look, but wasn't about to argue.) Taller, too; a half a head taller than her and he relished looking down. He had lost the babyish roundness to his face, instead having taken on a lean look he knew he'd wear well into his later years.

"W….Walter?" She started forward, then hesitated, as though she were going to fling herself to him in a hug, but another thought had occurred to her – memories of their last meeting. "Walter, you look…."

She was a little older now, twenty-six or so. Age and no small amount of pain had whittled away a little of the youth she'd held. Yet she was still beautiful to him, so much more so than any of the fancy girls he'd dated over the years.

"You aren't ugly," he said, smiling a little. Her wide-eyed gaze was endearing. "You're very beautiful," he added quietly.

Startled, she glanced away. "You've…been wanting to say that for three years?"

"Yes."

"You're…here with…"

"Hellsing, yes." Now he grinned a little, keeping his eyes on hers. She was speechless and that was certainly beyond amusing. His moves were practiced; he reached up, running his fingers through his hair, then tilted his head as the loose bits fell back into place. Women always quite liked it when he did that.

Her cheeks had begun to tint. She clutched at the little white purse he hadn't noticed before. "I…uh…need to use the ladies' room, excuse me." Without another word, she turned, shoving open the nearby door and dashing away.

Inside, she flung the hat off, then cupped her hands beneath the faucet, splashing a bit of the cool water to her face. She took a long, slow breath, exhaling shakily. "Oh God, Walter," she muttered, "how the hell do you get so exponentially more handsome every time I see you?" Grimacing, she leaned down, resting her arms on the edge of the sink, her forehead upon her arms. "I'd kill to get in those pants…"

"You can just ask nicely."

Her entire body froze. Then, in a jerky movement more reminiscent of an undead ghoul than a human, she stood up straight. Walter saw her horrified, tight-lipped expression in the mirror.

"This is…THE WOMEN'S ROOM," she fairly bellowed, not turning to look at him.

"Yes, I know," he grinned, folding his arms and leaning back against the wall, next to the door. He casually crossed one leg over the other as well.

She turned quickly, marching past him – or attempting to. "You should leave immediately, this is QUITE improper."

"Wait, I loc-" But it was too late – she rushed right into the door, then stumbled back, reeling.

He unfolded his arms, moving them around her, taking hold of her elbows and guiding her back to the wall. "I locked it."

"What the hell did you do THAT for?!"

"So no one else would enter."

Scowling at him, she rubbed her cheek. He smiled a little at the sight, then took hold of her hand in his own – he had already removed his gloves. "Ah, it'll be fine, not even red."

"Well, people…ladies need to use the restroom, you know!"

"I'm sure they can find another." The little grin refused to leave his face and this seemed to bother her even more. He brushed a thumb over the faint mark on her cheek. Her scowl slowly eased.

"You've grown," she said at last. She prodded one bicep, then let her fingers trail over the lean curves there before quickly snatching her hand away.

"Yes, I have." He stared down at her. "Arthur needed to discuss some business with the Templars, personally. So you're with their lot now?"

"Yes, I…" she glanced down, then back up to him. He kept his hand where it was. "It seemed like a good idea at the time."

He barely heard her. "Well…and here you are…"

"Yes, here I am…" He noticed that her breathing had quickened.

He leaned his head down to her ear, mindful to let a little of his breath brush the earlobe there. "It's good to see you again," he said quietly.

She planted her hands on his chest as if to push him away, but put no force behind the movement. "I'm...seeing someone, Walter, this is very inappropriate."

He grinned once more, lips just barely a fraction from that sensitive skin below her ear. "I see. And does he get you hot like I do?"

She swallowed hard, shutting her eyes. "Oh God, Walter…"

His grin slipped into a well-earned leer. Part of him didn't believe that little tidbit about the boyfriend. The part that did, however, reminded him that for whatever she might have said, he was not pinning her to the wall, and yet, somehow, her body was pressed to his.

His slid a hand to her wrist, then lifted, pressing it to the wall beside her head. He pulled his head away from her ear to regard her. "I'm not going to ask permission this time."

"For…what?"

"To kiss you."

As she opened her mouth, perhaps to protest, he leaned in, pressing his lips to hers. He had intended to give her a seductive, slow kiss, one of the many he'd practiced with lovely ladies. But from the moment their lips touched, electricity coursed through his blood. His body felt nearly consumed with heat; he almost couldn't bear it, every nerve alight, every movement magnified. His clothing felt prickly and stifling, the muscles melting from his very bones.

And she felt it, too, because the fingers at his chest curled, then slid to his shoulder, finally ceasing their movement at the base of his neck. She returned that kiss without hesitation, full of fire and fury, and he found he couldn't help but press her to the wall.

The hand that had pinned her wrist now moved up, their fingers interlocking. His other hand slid downwards to the small of her back. He would have pulled her close, but her hips had already seen fit to press forward against him.

His lips left hers, moving over her jaw, down to her neck. Her fingers eased into his hair, keeping him in place even as he released her other hand, his own sliding down the length of her arm, along her side, thumb brushing the side of her breast.

Her skin was searing, hot to the touch. He would take her right there against the wall, in the damned ladies' rest room, if she'd let him.

Something tugged at the buttons of his vest. His own hand found the front of her jacket, carefully, and with practiced ease, tugging the buttons free. That same hand slid the jacket aside, and he relished the feel of her bare skin against his palm. Fingertips tracing upwards, over the curve of her breast, teasing along the edge of the bra, easing up towards the collarbone until…

…two bullet scars, round, rough and angry.

He paused, pulling his face from her neck, and looked down.

Lips quivering a moment, she pulled away, grabbing the edges of her jacket, pulling it tightly shut. "They're so ugly, I know…" She seemed shamed, even hurt as she started to turn away.

"No," he said, grabbing her shoulders. "Please. Let me see."

Slowly she unfurled, easing the jacket open and down. The scars were still pink, even six years later, and larger than he'd imagined. He smiled a little, then bent down, planting a kiss on each one.

"They're not ugly." He brushed his fingers over them. "They're a tribute to what you did for me."

She turned her head away, but smiled slightly. "Yeah…guess so…"

The fire of that first kiss having cooled, they were both greeted with a momentary awkward silence. "We really shouldn't be doing this in here," she concluded at last.

Lips quirking, he reached forward to button the jacket for her. "Well, you're right. I can think of a lot better places…"

"We should have a date. Maybe dinner or something." She returned the favor, restoring his vest to its buttoned state.

He glanced down at the belt he didn't realize she'd unfastened, and arched a brow, smirking. She glanced aside, cheeks tinting anew with embarrassment.

"A date. Ahh, so you can pretend our meeting would be something else other than me finally having my way with you?"

Her eyes widened. "Walter C. Dolnez! When did you get so crude?!"

He threw his head back and laughed. "Fine, then. Dinner. We both have meetings to attend this afternoon…"

"I'd like to look a bit nicer if we're going on a date. Plus….I need to break up with Francis. I'll give you my address and you can pick me up at 6:30, butler."

"Right," he smiled. Francis, was it? No longer. "I didn't believe you."

Scowling, she jabbed a finger at his chest. "He's a very pleasant fellow, I'll have you know. Just never very interesting…bit squeamish, too. Bit of a bother, really." Here she paused, once more her face flooded with embarrassment. Walter was pleased she hadn't lost her nervousness towards romantic matters. "Eh…we never…that is…."

All he could do was raise his brows, grinning. "Poor fellow." He never stood a chance.

"Walter, I…" She lowered her eyes in uncharacteristic shyness, then raised them again, that familiar strength glimmering. She seemed to be searching for something. "I've loved you for six years. In different ways, of course."

Eyebrows raised, he took her chin in his hand, then leaned in, the leer he was fighting transforming devilishly. "Is that so?" Somehow, he doubted the ways were so different, but now was not the time to bring up such matters. He leaned closer, as though he was about to kiss her, then pulled away, hand moving to unlock the door. "After you, ma'am."

He could tell she was very close to punching his smirk. Exiting behind her, he brushed a hand over her backside. When this elicited a jump, he leaned down to her ear. "That outfit doesn't suit you. I think you'd look much more appropriate with a uniform and gun."

"What do you think I keep in my handbag?"

Grinning, he smoothed the shoulders of her jacket, stepping from behind her. "Ah, that's the woman I…" He caught her eyes briefly, then pulled the white gloves from his pockets, whistling as he strolled off towards the meeting room.

For the rest of the day, he took devious pleasure in tormenting her as they passed in the hall or, most notably, at a meeting. He would offer her a little smirk, eyes catching hers, then roaming over the places his hands could not go.

Despite being a guest, he felt the urge to make use of himself, and so fixed tea and other tidbits. He made certain not to have any accidental physical contact with her as he set the teacup down, then moved onto the next meeting attendee.

The look she gave him said all he needed to know.

**Lesson 14, Part 2**

His eyes drifted over the dark red dress that draped itself over her form, the hem ending just above her knees, and the upper portion lacking sleeves. The bodice was maddeningly chaste, though the back dipped dangerously low.

With a little movement, the edge of the top scar became visible and he remembered why she would choose not to wear a low-cut dress any longer. She had not lost her figure, though her arms were not as muscular as years past; she admitted she rarely went to the range anymore and was unable to find a suitable place to lift weights. Not a soldier-bearing organization, the Templars did not have an exact fit for someone of her…qualifications. Yet it was, as she put it, "acceptable pay and mostly suitable work."

He felt he needed to tell her what he had not said in the ladies' room. They had both stepped lightly through death's shadow and knew that, at any given moment, the following moment was forever uncertain.

He planted his hands on her shoulders, startling her. "Meredin…I love you. I will _always_ love you." He stared hard at her, willing her to understand the intensity of his words. "I need you to know that." He should've said it before…not made her wait, as though she were somehow unworthy…

"I know," she smiled a little. "Don't look so alarmed. I knew the game you were playing."

"I wasn't…"

She reached a hand up, pressing a red-tipped finger to his lips. "Yes you were, but I don't think there's any need for pretext, Walter. We're adults. I always was, and you finally are."

When she lowered her finger, he spoke. "You look ravishing in that dress." He emphasized the third word, eyes narrowing. Warmth was beginning to flood his veins once more. He had won, the prey was his, and they both knew it.

"Oh, I thought you didn't like me in dresses?"

"You're right, I'd rather you were out of it."

It was her turn to laugh. "Let's go, butler."

They arrived to a tiny French restaurant, the low-ceilinged room dimly lit, the atmosphere quiet and romantic, with fresh-cut flowers at every table and immaculate, haughty waiters. Neither found it agreeable.

"Too easy to hide an assassin," she said. Now that she was alone with him, the proper woman façade fell away like old threads. Walter was glad; it had suited her even less than the skirt. When their meal was first served, she had cut her meat into dainty little pieces, so very ladylike, and forked each into her mouth, careful to dab at the corners of her lips after every bite. Now that the mask fell away, she carved the meat into pieces more befitting a grown woman….a soldier.

"Yes, I agree. And over there…a sniper. I think you'd fit your whole arsenal in that dark corner."

She glanced over and laughed. The other patrons eyed them nervously.

Despite the fact it was she who suggested they have a traditional date, it was also she who, midway through the meal, suggested they leave.

Not until she grabbed the front of his jacket, yanking him into her apartment, did he realize that he had not, in fact, somehow hurt her feelings.

And when her dress fell soundlessly to the floor, he finally understood the various things Chuck had explained. Walter wanted her in his bed not to prove he was a man, or become something other than what he was, but because he wanted her to call his name. He wanted to bring her to heights that no man had, or would. He wanted to know that he alone was the cause of all her pleasures. He wanted to know every secret she kept, every scar that arced along her skin, every whisper she might utter at the height of passion. He needed these things more deeply than anything else.

**Lesson 14, Part 3**

Her breathing was slow and deep. He watched the rise and fall of her bare chest, mimicking a certain time when she lay (quite clothed) in a hospital bed, unable to defend herself. Moonlight splayed across them, washing them in a gentle, bluish glow.

Unable to hold back any longer, he touched his fingers so her shoulder. The movement caused him to wince slightly at the fresh red lines on his back; even as she bore scars for him, she'd now left some scars he would always carry.

"Well," he said, voice nearly a whisper. "I suppose now you won't be able to become a vampire…"

Her eyes snapped open. "How did you know?"

"You flinched when I…ehh heh." He flicked a glance downward.

She snorted once, pulling the covers up over her waist. "Of course I flinched, anybody would flinch. Oh, stop grinning like that."

His eyes trailed over her face, and her cheeks started to redden. "I won't be a vampire now, either…" he lied. He hadn't wanted the other women as badly as he'd wanted her, and they were good practice. Besides, now that she was in his life again, there wouldn't be any others, so maybe it was ok to lie just that once, to make her feel as special to him as she was...

She blinked, then looked at him again. "What? How in the world is that possible? You, a virgin? Well…uh…_were_."

"I was waiting for _you_. Although Alucard tells me it's not the same rule for men…"

She arched a brow, then smirked tightly. "How remarkably predictable. I imagine it was a man who made all those rules."

He smiled, then leaned to her ear once more. He saw her hold her breath as he whispered, "Run away with me."

"Yes."

"Marry me."

"Yes." No hesitation in either answer.

He would break every promise, every damn pledge or agreement. He would break them all without mercy and he would leave behind Arthur and all those new, dangerous alliances. Hellsing be damned, this is what he really wanted.

She snuggled up against him. The affection was strange, alien…but not unwelcome. "All right, let's see. I'll leave the Templars and come to England next week and meet you, they won't be very surprised, I don't think. Never really liked it here, anyway. Don't tell Arthur until I get there, I don't trust him."

Walter nodded. He didn't think Arthur would do something unpleasant just to spite him, but one couldn't be too careful.

**Lesson 15 – The Final Curtain, that Furtive Glance at the Edge of Hell**

His stomach was aflutter. Pacing back and forth near the landing strip, he wondered if he should've brought flowers. No, she wasn't a flower-sniffing woman…bullets probably would be more appropriate.

A bouquet of bullets. He laughed at the thought, so entirely appropriate as it was.

Arthur knew she was coming – scarcely anything came or went from Hellsing Manor that he did not know of – but had no idea why. Walter had already made the arrangements that morning…they would travel by car to a small chapel in London and, without further ado, marry. Only after that would he tell Arthur he quit.

He glanced at his watch. Any minute now, he'd see a tiny dot in the sky.

Any minute now.

A few minutes ago would've sufficed.

Where the hell was the plane?

He ran a hand over his head and through his hair, the movement now a nervous twitch. Probably just a delay in leaving…maybe she'd insisted on wearing her uniform.

He spun, blinking at Arthur when he approached with a solemn face. "Walter…"

"Yes?" He felt irritable, anxious.

"Walter, I'm so sorry. Walter, she….she won't be coming." His eyelid twitched when he spoke, a sign that he was under some kind of mental stress.

He stared, uncomprehending. Had she run out on him again? "What?"

"The plane went down, Walter. It went down in the mountains. They think the pilot had a heart attack. Walter, I…"

The butler turned his back, eyes wide, frozen, and he suddenly found that he could not breathe. It was simply not possible. Entirely impossible. She would never have wanted to die like THAT. A thousand bullets may ravish her, a million ghouls eat her alive, but not a stupid accident.

Arthur hesitated, then placed a hand gently on Walter's shoulder, his voice unusually kind. "Take time off. Take all the time you need. I'm so sorry, Walter, I really am." He let his hand slip off and stepped away.

Walter knew Arthur had nothing to do with it, he could tell by the sound of his voice; Arthur couldn't feign sympathy if he tried. And he knew that, eventually, there would be other women….but none of that mattered now.

As he lowered himself to one knee, for the third and final time in his life, Walter C. Dornez wept. It would not occur to him until much later that all three times shared the same reason.

_He is invincible, who has nothing to lose_.

- Final


	4. Epilogue

**Epilogue**

London ablaze.

Walter's undead body gave a violent shudder, parts of it collapsing in on itself, though he'd never let on to Alucard. His thoughts whirled, threatening to spin out of control: thoughts of battles won, wounds received, loves gained and…

Lost.

There had been women since, but never a woman such as that.

Why? Why now, when he needed to be at his strongest did thoughts of her slip unbidden into his mind? They always weakened him, made him less careful. He needed to focus.

As if acting of its own accord, his body reformed, taking that shape he held when he first met her, so many years ago. Alucard doubtless thought the form was a reference to their own battles against Millennium, far back in 1944.

Walter always felt that was the strongest time in his life, when he had somebody to protect, somebody who wanted to protect him. Somebody who needed _him_, Walter C. Dolnez, more than anybody else. Hellsing never truly needed him, they had…Alucard.

He remembered the feel of her back, pressed to his, as they fought madly for their lives, her bullets flying in a stream, his wires lashing out and through the hungry ghouls. Those were the greatest days of his life, he suddenly realized, the time when he was the most free. But she was dead, never to rise, no matter what strange science Millennium developed.

If she had been there the rest of his life, if she had lived, stayed with him, would things have been different? If given this choice, yet with her at his side, would he have chosen….differently?

The truth, swelling and sickening like some ravenous, diseased insect, squirmed.

No.

No, he would not. And then there would have been two monsters, a Shinigami and his unblessed bride. Or perhaps she might have taken the lead, guiding him to new heights of destruction, as Integra leads Alucard - the hand that aims the gruesome weapon.

So, it was better this way, that only he should stand there against Alucard, that only he should now face this end, that only he should live (and die) with this corruption. The dead were all as litter on the street. Just trash. In the end, their lives, and his life, meant nothing. Nothing was forever, nothing could continue, no matter what he did, no matter what SHE did, a thousand years from now, nobody would be the wiser. He burned with hatred at that deep injustice. It felt very personal.

He had come to this place, to this point, and he would see it through. The scream of rage he had always carried but never dared voice until now would finally receive its release.

And maybe, just maybe, she awaited him at the gates of hell, and they might enter together, hand-in-hand.

_Quos amor verus tenuit, tenebit._


	5. Post Ending Note

Wait, only read this if you've read the entire story, otherwise you'll be spoiled!

---------------------

So, there you have it, the little tale that popped into my head.

I suppose it could've ended after the first chapter, but that somehow felt unfinished – Walter might easily have tracked her down in his later years. So it seemed only fitting that they'd meet up at various stages in his life. However, if you dislike the idea of the romance, please do disregard the other two meetings. Ultimately, I like the idea behind the first meeting best, since that sort of close friendship/non-sexual love isn't done too often. However, I couldn't keep from writing the last meeting so I could show Walter using all the smooth moves he learned from Chuck. ;) (Oh Walter, you really are a jerk!)

And yes. There is a bit of Mary Sue-ish-ness. Being that it's an original character, I tried VERY hard not to let that happen, but having an original character AND a love interest, well…by its very nature, that's what it is. However, I hope I've kept it downplayed by keeping her as human as I could. She isn't special in any way – just a regular person who got caught up in unusual circumstances and went a little mad. The ending via death is a bit cliché, but since I wanted to fit this firmly within the established universe, she couldn't have played a role in Walter's later years.

SO. All that being said, I absolutely take suggestions for improvement, be that on the writing style, flow, plot, anything else. Also, since I'm not from England, I probably didn't write the slang correctly. Lemme know, please, if there's a problem!

Right. Hope you enjoyed, then!


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